Mood Media Corporation
TSX : MM
AIM : MM

Mood Media Corporation

September 24, 2010 09:53 ET

Mood Media Announces Pricing of Convertible Unsecured Subordinated Debenture Offering

Lorne Abony, Chairman and CEO of Mood Media to Subscribe for US$3 Million Principal Amount of Debentures

TORONTO, ONTARIO--(Marketwire - Sept. 24, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Mood Media Corporation (formerly Fluid Music Canada, Inc.) (TSX:MM)(AIM:MM)(ISIN:CA61534J1057) ("Mood Media" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and including Octagon Capital Corporation and Desjardins Securities Inc. (the "Underwriters") under which the Underwriters have agreed to purchase US$31.5 million aggregate principal amount of convertible unsecured subordinated debentures due October 31, 2015 (the "Debentures") at an issue price of US$1,000 per Debenture. The Company has granted the Underwriters an option, exercisable at the issue price for a period of up to 24 hours prior to the closing of the offering, to purchase up to an additional 5% of the offering.

The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. The offering is scheduled to close on or about October 1, 2010.

The Debentures are subordinated, unsecured obligations of Mood Media and will bear interest at a rate of 10.00% per annum payable semi-annually in arrears on April 30 and October 31 in each year commencing April 30, 2011. The Debentures are convertible at any time at the option of the holders into common shares at an initial conversion price of US$2.43 per common share (equivalent to C$2.50 per common share). The Debentures will not be redeemable by the Company prior to October 31, 2013. Between October 31, 2013 and prior to maturity, Mood Media has the right to redeem all or a portion of the Debentures at the principal amount plus accrued interest provided the arithmetic average of the U.S. dollar equivalent of the daily volume weighted average price of Mood Media's common shares on the TSX for 20 consecutive trading days is at least 130% of the conversion price. The Debentures will mature on October 31, 2015. Full details of the Debentures and the offering thereof will be contained in the final short form prospectus relating thereto which will be filed with applicable Canadian securities regulatory authorities shortly. 

In connection with the offering, Mr. Lorne Abony, Chairman and CEO of Mood Media, has agreed to subscribe for US$3 million aggregate principal amount of Debentures. 

The Company plans to use the proceeds to redeem all of the outstanding C$30,317,300 10% convertible unsecured subordinated debentures of the Company.

The Company intends to issue a redemption notice to holders of the outstanding C$30,317,300 10% convertible unsecured subordinated debentures of the Company to redeem such debentures on or about October 4, 2010. The holders of a majority in principal amount of such debentures have waived the redemption notice periods set forth in the trust indenture governing such debentures dated November 16, 2009, as amended. 

The offering will be sold publicly in each of the provinces and territories of Canada, except Quebec, and on a private placement basis in the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

About Mood Media Corporation

Mood Media is a leading in-store media specialist that uses a mix of music, visual and scent media to help its clients communicate with consumers with a view to driving incremental sales at the point-of-purchase. Operating through its two principal divisions, In-Store Media and Retail Point-of-Purchase, Mood Media works with more than 800 retail chains in more than 30 countries throughout North America, Europe, Asia and Australia.

The Directors believe that Mood Media's services can have a direct impact on consumer purchasing decisions which makes in-store media an effective marketing tool. The Directors believe that in-store media services can enhance branding in real-time and influence shopper decisions by improving the shopping experience for consumers.

The in-store media business generates revenue via sales of its multi-sensory services to businesses; the retail point-of-purchase sells speciality compilations through its retail clients. Mood Media has also compiled an extensive rights-included music library with over 1.8 million tracks.

Mood Media operates an international in-store media and music retail business with an extensive geographic footprint and a broad client base including several multinational blue chip organisations.

For further information about Mood Media, please visit www.moodmedia.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. The statements that are concerning the offering are forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: receipt of all necessary approvals and general market conditions at the time of the offering. The offering may not be completed or may not be completed on the same terms as previously announced. While Mood Media considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: failure to receive necessary approvals and negative general market conditions. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Mood Media.

A final short form prospectus containing important information relating to the offering will be filed in all of the provinces and territories of Canada (except Quebec). Please refer to the risk factors identified in the final short form prospectus under the heading "Risk Factors" and also incorporated by reference therein. A copy of the final short form prospectus will be available on www.sedar.com shortly.

Forward-looking statements are given only as at the date hereof and Mood Media disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

Contact Information

  • Mood Media Corporation
    Lorne Abony
    Chairman, President and Chief Executive Officer
    416 510 2800